FAQ – Sale of a real estate holding company with BLACKREIT
Do you have questions about transferring a real estate holding company? About our acquisition process, timelines, financial aspects, or the confidentiality of our discussions? You are in the right place.
At BLACKREIT, we know that selling a real estate company is an important decision, often linked to patrimonial, family, or professional matters. That is why we have gathered here the answers to the most common questions by sellers and their advisors.
1. First contact and process
Sale of a real estate holding company: can I speak to a member of your team without obligation?
Yes, we would be happy to contact you, analyze your situation, and share our potential interest in acquiring the shares of your real estate holding company. We would also take the time to explain the different steps leading to the actual sale.
Right time to sell my holding company: is this the right timing?
We often notice that sellers overlook the opportunity cost represented by the value of their shares.
It is not uncommon to observe that, beyond the active management required by a holding company, the net return received by shareholders (after dividend distribution) is often lower than that of low-risk financial products (term deposits, government bonds, etc.) that require no management.
Beyond the desire of sellers to part with a company that requires daily involvement, we always draw their attention to the fact that there is often a missed financial opportunity in holding on to these shares.
Selling my shares freely: is this possible or subject to statutory clauses?
Before entering negotiations, BLACKREIT ensures that all shareholders (100% of the shares) participate in the discussions or are validly represented, so that no statutory clauses or pre-emptive rights apply and the shares are free to be sold.
Share transfer agreement: does it need to be signed before a notary?
The share transfer agreement is a private deed between the company’s shareholders (sellers) and BLACKREIT (buyer).
The agreement is signed at any location agreed upon by the parties, without the involvement of a third party (notary, lawyer, etc.).
However, BLACKREIT is willing to sign the transfer agreement before the notary or advisor designated by the seller.
Transfer agreement: is it public or does it need to be registered?
No, the share transfer agreement is a private contract that does not need to be registered and remains confidential between the sellers and BLACKREIT (and their advisors or bankers, if any).
Administrative and technical steps: do I need to handle these before selling the shares?
BLACKREIT offers a comprehensive solution aimed at liquidating your assets in less than three months by acquiring your company’s shares. You are not required to carry out any administrative or technical procedures; we will handle these afterwards. Your involvement before the sale of the shares is limited to providing us with the documentation relating to the properties and the company, which will be requested during the audit.
Advisory fees (lawyer, accountant): can I do without them during the transfer?
We always recommend (even if it is not strictly necessary) that you seek advice for a transaction of this importance.
Because BLACKREIT works in a traditional and structured manner and provides standard documentation (letter of intent, agreement), your advisor’s involvement is limited to a few hours of work, resulting in only a marginal cost for you.
2. Profile of targeted companies and properties
Holding company with different types of properties (residential, commercial, apartments): is this of interest to BLACKREIT?
Yes, typically in such cases, BLACKREIT will acquire 100% of your company’s shares and carry out the asset arbitrage.
Indeed, we will probably sell the commercial property and the apartment, while retaining and operating the residential buildings in the long term.
Old, outdated, or properties requiring renovation: is this an obstacle for BLACKREIT?
No, BLACKREIT has particular expertise in maintenance, renovation, and compliance upgrades. With an in-house technical team, we would carry out the necessary works to bring the properties of the newly acquired company up to standard.
Urban planning issues or soil pollution: how does BLACKREIT handle these situations?
It has often happened that, in order to provide shareholders with immediate liquidity (repurchase of their shares within 3 months), we proposed to take charge of the necessary regularizations and link them to an additional payment.
In other words, valuing the company based on its underlying assets in their current condition, and within 24 months after the share purchase, paying an additional price if the regularizations of the underlying properties have been successful.
This allows the seller to avoid the tedious and lengthy regularization process, which can take many months, while still receiving the majority of their capital in the very short term.
3. Payment guarantee and reliability
Previous buyer without financing: what guarantees that BLACKREIT will not face the same problem?
In most cases, BLACKREIT acquires 100% of the company’s shares with its own funds, ensuring that the closing takes place and payment is made within the agreed timeframe.
Payment of the transfer: does BLACKREIT always make immediate payment, or does it propose installment formulas?
BLACKREIT never uses any form of installment payment and always settles the full sale price at the time of signing the transfer agreement.
4. Valuation and return
Valuation of a holding company’s shares: how does BLACKREIT determine the value?
We invite you to first try our online valuation tool.
Generally, BLACKREIT’s experts, together with local specialists, will individually value each asset owned by your company.
A lot-based valuation of these assets will then be carried out, and the company’s balance sheet parameters taken into account to determine the value of the shares.
Selling the shares instead of the properties individually: what is the advantage?
BLACKREIT offers you immediate liquidity by purchasing the company’s shares, whereas selling the assets individually may take several years and generate significant costs (compliance works, marketing expenses, etc.).
Low return of my company: why would BLACKREIT still be interested?
As with any professional, the leverage, arbitrage, and economies of scale we achieve after consolidating all acquired companies allow us to reduce the costs of property and technical management, thereby significantly increasing the overall return of the acquired company and of the portfolio as a whole.
5. Tax, legal and family aspects
Tax requalification: is there a risk if the buyer resells the company outside the eurozone within 12 months?
Yes, it is important to know the buyer’s intentions before the sale in order to protect yourself against such situations. BLACKREIT automatically includes a clause prohibiting the above-mentioned operation, thereby protecting the seller.
Company with bank debts at a high interest rate: how does BLACKREIT handle this situation?
BLACKREIT calculates in advance, before expressing interest in your company, the additional cost of the high interest rate. We would therefore acquire the company with its existing banking commitments and known conditions.
Personal guarantees given for debts: how can one be released from them during the transfer?
BLACKREIT ensures that, at the latest at closing, the seller receives written confirmation from the financial institution that they are released from all outstanding loans. If repayment of the loans is required, the cost of the funding loss will be calculated and incorporated into the proposed purchase price for the shares.
Giving the shares to my children before selling: is that relevant?
BLACKREIT will always recommend that you consult a patrimonial/tax advisor for any family reorganization prior to a transfer. Beyond offering immediate liquidity, BLACKREIT always aims to work hand in hand with the sellers to find the transfer structure that best suits them.
6. Comparison with other buyers
Potential buyers of real estate holding companies: who are they and what makes them different from BLACKREIT?
Although rare, it is possible to find local investors interested in real estate portfolios, provided these are structured and composed of properties that meet their investment criteria.
As BLACKREIT does not seek to acquire individual properties but focuses exclusively on providing liquidity solutions to shareholders of real estate holding companies, it is the ideal partner for any shareholder of a company owning multiple properties, regardless of their type, location, or condition.
7. Life of the company after the transfer
Contracts (leases, energy suppliers, …) and business relationships (clients, banks, …): what happens to them after the share sale?
Since the company continues under its current legal form (company number), all contracts and commitments it has entered into remain in force.
When acquiring the shares, our team always makes sure to inform all stakeholders with whom the company has a relationship about the change of contact person (new directors) and registered office.
As specialists in acquiring real estate holding companies, we offer a reliable and tailor-made transfer solution.
Let’s discuss your real estate holding company
Our goal is to provide you with clear, concrete, and useful information so that you can move forward with peace of mind in your reflection.
And if you don’t find the answer to your question here, our team is always available to answer you personally.
